Page 8 of 14 – SEC Filing The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Item 2. Identity and Background.
Item 2 is hereby amended to add the following:
In connection with the Agreement defined and described in Item 4 below, Mr. Neginsky and Springdale, are no longer members of the Section 13(d) group and have ceased to be Reporting Persons. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6 below. Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated to read as follows:
The Shares purchased for the accounts of each of NP and NTE were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 873,800 Shares beneficially owned by NP is approximately $28,928,829, including brokerage commissions. The aggregate purchase price of the 411,200 Shares beneficially owned by NTE is approximately $13,743,930, including brokerage commissions. Mr. Levy used his personal assets to purchase the 609 Shares reported herein. The total purchase price for such Shares was approximately $20,271, including brokerage commissions. Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On July 17, 2016, NP and certain of its affiliates (collectively, “Newtyn”) entered into an agreement with the Issuer (the “Agreement”) regarding the Issuer’s 2016 annual meeting of stockholders (the “2016 Annual Meeting”). Under the terms of the Agreement, Newtyn will participate in the development of the position profile of one of the two new directors that are expected to be appointed in the candidate search announced by the Issuer on July 6, 2016. Newtyn will also be permitted to, among other things, (i) recommend candidates to the Issuer’s Nominating Committee, (ii) review resumes of the final three director candidates, (iii) provide input and recommendations to the Issuer’s Nominating Committee with respect to the candidates, and (iv) exclude one candidate from the process to which Newtyn reasonably objects. In addition, the Agreement provides that within 60 days of the date of the Agreement, the Board will consider the adoption of a stock repurchase program. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Under the Agreement, Newtyn has withdrawn its nominee for election at the 2016 Annual Meeting, and has agreed to vote in favor of the Board’s nominee, Mr. Michael R. Gambrell. Newtyn has also agreed to vote all of the shares it beneficially owns at the 2016 Annual Meeting and at the 2017 Annual Meeting (i) in favor of the election of the Issuer’s nominees for election to the Board and (ii) in accordance with the Board’s recommendation with respect to the Issuer’s “say-on-pay” proposal. Follow Csw Industrials Inc. (NASDAQ:CSWI)
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The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
| | Item 2 is hereby amended to add the following: |
In connection with the Agreement defined and described in Item 4 below, Mr. Neginsky and Springdale, are no longer members of the Section 13(d) group and have ceased to be Reporting Persons. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6 below.
| Item 3. | Source and Amount of Funds or Other Consideration. |
| | Item 3 is hereby amended and restated to read as follows: |
The Shares purchased for the accounts of each of NP and NTE were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 873,800 Shares beneficially owned by NP is approximately $28,928,829, including brokerage commissions. The aggregate purchase price of the 411,200 Shares beneficially owned by NTE is approximately $13,743,930, including brokerage commissions.
Mr. Levy used his personal assets to purchase the 609 Shares reported herein. The total purchase price for such Shares was approximately $20,271, including brokerage commissions.
| Item 4. | Purpose of Transaction. |
| | Item 4 is hereby amended to add the following: |
On July 17, 2016, NP and certain of its affiliates (collectively, “Newtyn”) entered into an agreement with the Issuer (the “Agreement”) regarding the Issuer’s 2016 annual meeting of stockholders (the “2016 Annual Meeting”). Under the terms of the Agreement, Newtyn will participate in the development of the position profile of one of the two new directors that are expected to be appointed in the candidate search announced by the Issuer on July 6, 2016. Newtyn will also be permitted to, among other things, (i) recommend candidates to the Issuer’s Nominating Committee, (ii) review resumes of the final three director candidates, (iii) provide input and recommendations to the Issuer’s Nominating Committee with respect to the candidates, and (iv) exclude one candidate from the process to which Newtyn reasonably objects. In addition, the Agreement provides that within 60 days of the date of the Agreement, the Board will consider the adoption of a stock repurchase program. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Under the Agreement, Newtyn has withdrawn its nominee for election at the 2016 Annual Meeting, and has agreed to vote in favor of the Board’s nominee, Mr. Michael R. Gambrell. Newtyn has also agreed to vote all of the shares it beneficially owns at the 2016 Annual Meeting and at the 2017 Annual Meeting (i) in favor of the election of the Issuer’s nominees for election to the Board and (ii) in accordance with the Board’s recommendation with respect to the Issuer’s “say-on-pay” proposal.
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